SEC Filings

In addition to the officers and directors named in this table, nine other executive officers are members of this group.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis describes the compensation policies and programs, the material compensation decisions we have made under those programs and policies and the material factors that we have considered in making those decisions. Following this section is a series of tables containing specific information about the compensation earned or paid in 2016 to the following individuals. We refer to these individuals as our “named executive officers” or “NEOs” for purposes of this proxy statement. The discussion below is intended to explain the detailed information provided in the tables contained in this section and to put that information into context within our overall compensation program.

Our named executive officers for 2016 are:

Ronald F. Clarke—Chief Executive Officer and Chairman of the Board of Directors

As discussed in our Management Discussion and Analysis contained in our annual report on Form 10-K for 2016, we accomplished the following:

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Revenues, net of $1.832 billion, an increase of 8% over 2015.

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Net income of $452.4 million, an increase of 25% over 2015.

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Adjusted net income1 of $659.2 million, an increase of 11% over 2015.

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Net income per diluted share of $4.75, an increase of 23% over 2015.

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Adjusted net income per diluted share1 of $6.92, an increase of 10% over 2015.

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Since our IPO in December of 2010, the Company has grown adjusted net income per diluted share (on a pro forma basis in 2010)1 over the prior year 31%, 38%, 35%, 27%, 22% and 10% in 2011, 2012, 2013, 2014, 2015 and 2016, respectively.

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Exited the fourth quarter of 2016 with over $2 billion of run rate revenues, net1, 20% higher than the same time in 2015.

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Acquired STP for $1.3 billion, the second largest business acquisition in the Company’s history, a significant success that furthers the Company’s position in the Brazil tolls market, as well as three smaller acquisitions for approximately $75 million.

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Grew the Company’s stock price from $27.25 on December 15, 2010 to $141.52 on December 31, 2016, an increase of over 419%, leading our sector, and besting the S&P 500 by over 330% and the Russell 2000 by over 340%.

Our performance has helped drive our Company’s strong total stockholder returns that have benefited our stockholders and outperformed our competitors. We show below the annual revenue, adjusted net income and adjusted net income per share growth since our initial public offering in 2010 and the relative growth during the presented time periods. Performance charts follow.

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1

Non-GAAP financial measure. A reconciliation of adjusted net income and adjusted net income per diluted share to our GAAP numbers is provided on page 71 of our Form 10-K for the years ended December 31, 2016, 2015 and 2014, as well as in Appendix A to this proxy statement for the years ended December 31, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 (2010 on a pro forma basis). The $2 billion of revenues, net run rate is calculated as fourth quarter 2016 revenues, net provided on page 109 of our Form 10-K for the year ended December 31, 2016 multiplied by four.